Ordinary course meaning

This checklist outlines the matters to be reviewed and the actions to take in order to voluntarily strike off and dissolve a company in the proper manner. Step Notes/Resources Tick box when the step is completed or the matter considered Preparing for voluntary strike off and preliminary checks Confirm that the company has not, at any time in the last three months: altered its name traded or otherwise conducted business of any kind disposed of property for consideration where the asset was held with the aim of disposing for gain in the ordinary course of business undertaken any other activity at all This does not apply if the activities above were carried out solely to make the strike off application, to conclude the company’s affairs, or to comply with a statutory obligation (for example, filing the company’s accounts or a confirmation statement), and nothing further. If the company has undertaken anything outside these exceptions, it cannot apply...

Morley (trading as Morley Estates) v Royal Bank of Scotland plc [2021] EWCA Civ 338 What are the practical implications of this case? This decision clarifies the boundaries of a bank’s obligations to its client and demonstrates how those responsibilities shift over the course of their dealings. Where a borrower has taken out a secured lending facility, the bank’s duty to deliver banking services with reasonable skill and care ceases when the contractual loan period ends. After that point, the bank is only bound by the express provisions of the mortgage and the equitable duties inherent in that security relationship (for example, the recognised obligation to exercise reasonable care to realise a proper price for the collateral). It is not correct to read into the mortgage an implied contractual duty of reasonable skill and care. In addition, the Court of Appeal endorsed RBS’s position that any alleged non-compliance with its internal policy documents—unknown to the customer and potentially aspirational—cannot of itself ground a claim for breach of duty by...

In this issue: Public procurement Children's social care Education Licensing Social housing Local authority prosecutions Governance Local government finance Social care Environmental law and climate change Planning Daily and weekly news alerts New and updated content Public procurement CCS launches new procurement tools for electric vehicle infrastructure Crown Commercial Service (CCS) has rolled out a toolkit to help local authorities navigate procurement for electric vehicle infrastructure (EVI). Developed with the Department for Transport and other collaborators, the package includes configurable template documents for open-market procurement of on-street EVI services, together with draft terms and conditions. The materials are designed to reduce complexity, reflect government guidance and reinforce good practice. In addition, CCS has produced a distinct set of documents to cater for the upcoming Procurement Act 2023 regulations, which will apply from 24 February 2025, enabling compliance with the present and future regimes. See: LNB News 11/02/2025 17 and LNB...

Genuine Care Homecare Services Ltd v HMRC [2026] UKFTT 235 (TC) It was common ground that the appellant was a UK state‑regulated provider of domiciliary care services exempt from VAT (see Item 9, Group 7, Schedule 9 to the Value Added Tax Act 1994 (VATA 1994) and VAT Notice 701/2). It was likewise accepted that the appellant had told HMRC of its obligation to register for VAT regarding its actual taxable consultancy and training supplies in the care sector, made in the ordinary course of business. The key questions were whether it had made deemed taxable supplies under VATA 1994, s 8, and whether its late appreciation of the implications of making those supplies amounted to a reasonable excuse for failing to notify HMRC in time of its duty to register for VAT...

This Practice Note introduces freezing injunctions, explaining what they are and the different types that can be applied for. For guidance on making and responding to an application for a freezing injunction, see the following resources listed in this section: Practice Note: Freezing injunctions—the application Practice Note: Freezing injunctions—the draft order Applying for a freezing injunction—checklist Responding to a freezing injunction—checklist Precedent: Affidavit in support of a freezing injunction Precedent: Affidavit in opposition to the continuation of a freezing injunction granted without notice For examples of judgments addressing these principles in more detail, see the following Practice Notes listed below: Freezing injunctions—illustrative decisions Freezing injunctions—key and illustrative decisions (2020–2024) [Archived] What is a freezing injunction? A freezing injunction (or freezing order) is an interim order restraining a respondent from taking assets out of the jurisdiction (ie England and Wales) and/or from dealing with assets wherever they are situated (CPR 25.1(1)(f)). Freezing...

Except where an exemption or relief applies, payments of: annual interest (or amounts that tax rules treat as annual interest), and that have a UK source must be made under deduction, with the payer required to withhold and account to HMRC for UK income tax at the basic rate (20%) or, from 6 April 2027, at the savings basic rate (22%) (for more detail, see Practice Note: UK withholding tax on yearly interest). This Practice Note describes the duty to deduct (and account to HMRC for) UK income tax from UK‑source annual interest as a withholding tax, even though it is in substance a mechanism for collecting UK income tax from the UK‑based payer rather than from the recipient who: is the beneficial owner of the income, and is likely to be based outside the UK For more information on the requirement to deduct UK income tax from UK‑source annual interest, see Practice Note: Administration...

What is professional indemnity insurance? Professional indemnity insurance is a type of liability cover. It offers an individual professional or a firm an indemnity and protection against claims or losses resulting from negligent acts, mistakes or omissions linked to the insured professional practice. This cover usually also includes the acts, errors and omissions of former employees. In certain sectors—such as solicitors, accountants, architects, chartered surveyors, financial advisers and some healthcare professionals—holding professional indemnity insurance is a legal requirement. Nonetheless, any person or business that supplies advice, designs or services in a professional capacity should carry this insurance. The cover is generally intended to respond to client claims for damages arising in the ordinary course of the insured's professional services. These are claims brought by a client in connection with the routine delivery of the insured party’s professional services. For detailed guidance on professional indemnity insurance requirements across different professions, see Practice Notes: Professional indemnity insurance—solicitors Professional indemnity insurance—architects Professional indemnity insurance—accountants and auditors (ICAEW)...

Add the following as a fresh definition (if not already included) within the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Warranties means the warranties listed in Schedule [ insert number ], and Warranty refers to any one of them. 1 Pre-Completion Undertakings 1.1 The Seller undertakes to the Buyer that, unless the Buyer gives prior written consent or as otherwise mandated by this Agreement, it shall ensure that, between the date of this Agreement and Completion, [ the Company shall not OR no Group Company shall ] take, perform, carry out, permit, or agree to undertake any of the following actions or matters: 1.1.1 create,...

1 Title and risk Risk in the Goods will pass to the Buyer [ upon [ completion of ] delivery OR at the moment the Goods are handed to the carrier ]. Title to the Goods will pass to the Buyer once the Seller has received [ payment in full for the Goods OR payment in full for all debts owed by the Buyer to the Seller (including payment for the Goods) at any given time ]. Until title to the Goods has passed to the Buyer, the Buyer will: hold the Goods as the Seller’s bailee; store the Goods separately from all other materials...

Any words or expressions cited in these signing/authorisation limits are set out in the ‘Terms’ table—see section 1... 1 Terms Contract An oral or written arrangement between two or more parties that creates obligations enforceable or otherwise recognised at law, and which binds [ Insert organisation’s name ], whether or not it is expressly labelled a contract. Examples include: leases licences guarantees indemnities agreements letters of intent memoranda of understanding statements of work non-disclosure (or confidentiality) agreements click-to-accept online terms ‘shrink-wrap’ licence agreements and extensions amendments or variations to any Contracts Extraordinary Items Expenditure that is either not included in Board-approved budgets, exceeds Board-approved budgets, or falls outside the ordinary course of business...

A mortgage by demise A mortgage by demise is an uncommon variety of mortgage whereby the borrower demises the property to the lender as security for a loan of money. Its arrangement is comparable to a lease, but for an exceptionally long duration (typically 3000 years). The mortgage will contain provisions for redemption. In the ordinary course, upon settlement of the principal amount and the interest, the mortgage will determine and the demised term thereby comes to an end...

Legal ownership of a property in England and Wales as joint tenants Holding legal title to a property in England and Wales as joint tenants means each proprietor owns the undivided whole, and if one dies, the survivor automatically becomes the sole owner (and where there are more than two legal owners, the successively smaller number of survivors does so, until only one remains). This is called the doctrine of survivorship. No transfer takes place and the co-owner’s interest does not form part of their estate; rather, that interest is extinguished. Legal joint tenants who co-own hold the property’s beneficial interest on trust for the beneficial owners. The starting position is that the legal joint tenants are also the beneficial owners in the ordinary course of ownership...

Where a tenant breaches a keep open clause, a landlord’s principal remedy is damages, in the ordinary course of things, rather than an injunction, specific performance, or forfeiture. Courts are ordinarily disinclined to oversee compliance with keep open clauses, since they regard compelling a tenant to meet this duty as more burdensome and expensive than any loss incurred by the landlord...